The Transjovian Council is an association according to Art. 60-79 of the Swiss Civil Code. That is, it is an association “for the greater good”. To start an association we need at least two natural persons. It is established following an organisational meeting called to approve the association’s articles of association and to appoint its board members. An association is an independent legal entity. Hence, association members are not personally liable for the association’s debt.
Associations: Another type of business structure (Swiss government)
Associations: Model Articles of Association (PDF)
The association has not yet been established.
Suggested amendments to the articles of association
An association as defined by Art. 60 ff. ZGB has been established under the name “The Transjovian Council”. Its registered office is in Zürich. The association shall be independent in terms of politics and religion.
The association’s purpose is to make wikis accessible to all people of good repute. This shall entail educational material, helpful discussions online and in person, the writing of documentation and programs, the hosting of services, the preservation of wikis, and collaboration with similar organisations such as fediverse hosts and pubnixes.
The association does not pursue any commercial purposes and is not for profit. Its governing bodies perform their function on a voluntary basis.
The association shall draw on the following resources to pursue its purpose:
The membership contributions shall be determined once a year by the general meeting.
The financial year is consistent with the calendar year.
Members shall consist of natural persons who use the association’s services and facilities.
All members may administer a wiki of their own, hosted by the association. If such wikis have user roles, members shall be administrators of their wiki. Any such wikis may, on demand, be preserved by the association in perpetuity.
Applications for joining shall be addressed to the board of directors which shall decide upon acceptance or non-acceptance.
Membership shall expire upon resignation, exclusion or death.
Resignation from the association is possible anytime. A resignation letter shall be sent to the board of directors at least four weeks before the ordinary general meeting.
The full membership contribution shall be payable even if the last year is incomplete.
Members maybe excluded from the association at any time on grounds of unacceptable behaviours, including disrespectful, intimidating, harassing, abusive, discriminatory, derogatory or demeaning speech or actions. Harassment includes: harmful or prejudicial verbal or written comments related to gender, age, sexual orientation, race, religious choices, disability; inappropriate use of nudity and/or sexual images in public spaces; deliberate intimidation, stalking, or following; harassing recording; sustained disruption of the work of others; and unwelcome sexual attention.
The board of directors is responsible for taking the decision regarding the exclusion of members; the respective member may address an appeal against the decision to the general meeting.
Where members fail to pay their membership contribution despite receiving reminders, the board of director may automatically exclude them.
The governing bodies of the association shall consist of:
The general meeting is the association’s supreme governing body. Ordinary general meetings shall take place every year in April.
Members shall be invited to the meeting 14 days in advance in conjunction with a written list of the agenda items. Invitations maybe sent out by email.
Submissions to the general meeting shall be sent in writing to the board of directors by the end of February.
The board of directors, or one-fifth of the members, may request the convocation of an extraordinary general meeting at any time if they state the purpose of the meeting. The meeting shall take place no later than four weeks after receipt of the request.
The general meeting is the association’s supreme governing body. It has the following non-withdrawable responsibilities and powers:
All duly convened general meetings shall have a quorum irrespective of the number of members present.
The members shall pass resolutions with a relative majority of the votes cast. Abstentions and invalid votes shall not count. In the case of tied votes, the chairperson shall cast the deciding vote.
Amendments of the articles of association shall require the approval of a three-quarters majority of the votes cast.
A record shall be prepared of the resolutions that have been passed.
The board of directors shall consist of a minimum of 2 members.
Their term in office shall amount to 1 year. Re-elections are possible.
The board of directors shall manage the association’s current affairs and represent the association externally. It shall pass the regulations. It may establish working groups. It may employ or engage individuals to achieve the association’s objectives in return for appropriate compensation.
The board of directors has all of the powers that are not entrusted to another body by or pursuant to these articles of association.
The board of directors shall constitute itself.
The board of directors shall convene as often as the association’s affairs require. All members may request the convocation of a meeting, stating grounds for this request. If none of the members requests an oral discussion, resolutions maybe passed in writing (including email). The members of the board of directors shall principally perform their duties on a voluntary basis. They are entitled to the reimbursement of their actual expenses.
The general meeting shall elect 1 auditor or a legal entity to audit the accounts and conduct a spot check audit at least once a year.
The auditor shall submit a report and motion to the board of directors for the attention of the general meeting. The auditor shall be appointed for 1 year. Re-elections are possible.
The association shall be bound by the collective signatures of the chairperson and a further board member.
The association’s assets shall be solely liable for the association’s debts. Personal liability of the members is excluded.
The dissolution of the association maybe decided by resolution of an ordinary or extraordinary general meeting. Dissolution requires a voting majority of two-thirds of the members present.
Upon dissolution of the association, the association’s assets shall be transferred to a tax-exempt organisation that pursues the same or a similar purpose. Distribution of the assets among the members is excluded.
These articles of association were adopted at the foundation meeting on XXX and entered into force on the same date.
Date, place
_______________________________
Chairman:
_______________________________
Keeper of the minutes:
_______________________________